HomeMy WebLinkAboutIT1998-0307 - Original - Escom Software Services Ltd. - Parks & Rec System Software, Services & Hardware - 12/15/1998 Software Swvkes Ltd.
nw PURCHASE AGMAENT
This document outlines the City of Kent's(City) agreement to purchase the software, services
and hardware(outlined below) from Escom Software Services Ltd. (Escom)pursuant to the
following conditions:
l. Software items outlined in Table 1 on page 2 will be provided at a cost of$54,740 following
the payment schedule outlined in Table 1 and, subject to the terms listed below(a-g):
a) All prices are in funds of the country of installation with all duties included.
b) Sales Tax(es)are not included unless specifically identified as line items.
c) Freight delivery is F.O.B. to your identified office location.
d) Installation of the equipment is included, if purchased in conjunction with the software.
Hardware sourced elsewhere is subject to an installation fee. This outsource fee will
vary depending on hardware platform and location.
e) A signed purchase order and deposit are required prior to commencement of
implementation.
f) Site preparation is not included. This includes, amongst other things, installation of
equipment such as PC hardware, modems,peripheral cabling and power conditioning.
g) These prices are valid for ninety(90) days.
Page 1 of 26
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2. The Customer will provide the following hardware and software for the operation of the
Class software:
a) Desktop Workstation
Minimum Performance Suggested Performance
IBM Compatible PC IBM Compatible PC
75mhz Pentium Processor 100+MHz Pentium Processor
500mb Hard Drive 64mb RAM or more
Running Windows 95,98:32mb RAM 1.0 GB Hard Drive
Running Windows NT:64mb RAM Running Windows 95,98 or NT
b) Database Server
Manufacturer HP 9000
OS HPUX 10.20
RAM 640MB
Hard Drive At least one 4.0 GB dedicated to Class
Processor PA-RISC
Database Oracle 7.3.2
c) Network infrastructure as required to facilitate connectivity of Class clients to database
server.
3. The annual maintenance for Basic Support and Lifeline Support will be $14,574, as indicated
in Table 2. The initial amount due will be paid in 2 installments based on the phases
indicated in Table 2. The maintenance fee for Phase I will be$7,079 which will be prorated
from 90 days after the Phase I software installation and system administration training are
complete to November 1, 1999. The maintenance fee for Phase II will be $ 7,495 and will be
prorated from 90 days after the Phase II software installation and system administration
training are complete to November 1, 1999. A one-year renewal will be due and payable
subject to the terms of the annual maintenance agreement on November 1, 1999.
Page 3 of 26
1 �
Table 2.Maintenance Fees
Phase I
Program Registration(including 4 licenses for $ 3,738 $ 748 $ 2,990
Touch Tone Registration)
Facility Booking $ 1,121 $ 224 $ 897
Class Cash&Inventory $ 1,495 $ 299 $ 1,196
Membership&Pass Management $ 748 $ 150 $ 598
External Interfaces (server license) - $ 874 $ 175 $ 699
G/L, AP, Desktop Publishing
Information Management(server license) $ 874 $ 175 $ 699
Phase I Total $ 8,849 $ 19770 $ 7,079
Phase II
eConnect Course Query&Regh(server $ 5,000 $ 1,000 $ 4,000
license)*
econnect Facility Inventory/Query(server $ 3,000 $ 600 $ 2,400
license)*
Credit Card Authorization(TTR-batch) $ 495 $ 99 $ 396
Touch Tone Registration(server licnese) $ 874 $ 175 $ 699
Phase II Total S 99369 $ 1,874 $ 79495
Total $ 18,218 $ 39644 $ 149574
* Not based on 25% fee as shown in Table 2.
4. Accreditation discounts(maximum 20%of annual maintenance cost)are applicable
providing criteria specified in Class Software Maintenance and Support Terms are met prior
to live use of the system in a production environment. If criteria are not met by date of live
use of the system,the Customer will be billed retroactively for the discounted maintenance
fees and these fees will be payable immediately.
Page 4 of 26
f r
5. Consulting services will be billable to the Customer. For every five days* of consulting
services,one day will be spent off-site performing some or all of the following services:
• Preparation for consulting on-site"
• Project Management
• Development of customized reports
• Travelling to the Customer site(this will account for a portion but not all of the travel
time)
Note that a portion of the fifth day of consulting may be absorbed in overtime during the four
days that the Escom consultant is on-site, should unanticipated technical difficulties or training
issues arise.
6. The amount billable to the Customer is based on the following guidelines in Escom's travel
and expenses policies:
• Per diems: Escom Consultants are credited$40.00 per day for miscellaneous expenses
including meals and local transportation(excluding car rental).
• Car rentals: Escom Consultants rent compact cars unless extenuating circumstances
necessitate a larger or more powerful vehicle. The rates for such vehicles generally range
from $30.00 to $60.00 per day.
• Lodging: Escom Consultants stay in accommodation that facilitates their ability to
conduct business away from home. Required facilities include laundry,dining,and in-
room modem connections. Escom secures lodging at corporate rates for its consultants.
These rates generally range from$75.00 to$125.00 per day.
Expenses will not to exceed$250 per day.
7. Billing Rates for Consulting
The billing rates and anticipated consulting days are shown in Table 3 below.
Table 3. Estimated Consulting Fees
Recommended Implementation 18 $ 19000.00 $ 18,000.00
Services(on-site or off-site)
Recommended Consulting Services 7 $ 1,000.00 $ 7,000.00
(on-site or off-site)
Total $ 25,000.00
* Expenses billed at cost not to exceed$250/day.
A "day"is considered to be approximately 8 hours of services provided by an Escom consultant
** "On-site"means at the Customer's site.
Page 5 of 26
I
Consulting rates are valid for a period of six(6)months from the date the agreement is
signed. Any days specified in the agreement that are used after the initial six months has
expired will be billed at the new prevailing rate.
8. Hardware items listed in Table 4 below will be provided at a cost of$10,666 subject to the
terms listed below(a-g):
Table 4.Hardware Fees
ProVision SuperPOS KB 137 Keyboard(wedge) 4 $ 375 $ 1,500
-137 key gwerty&programmable, MSR Track 1&2
- 17.6"W x 8.6"D x 2"H
ProVision Numeric Keycaps Set 4 $ 15 $ 60
Ithaca 93 Sliip/Receipt Printer 4 $ 760 $ 3,040
-multiple line validation(6 line endorsing, single force print)
- Serial(ITH-93-S)or Bi-Directional Parallel (ITH-53-PI)
interface
Indiana SLD1751675 POS Cashdrawer 4 $ 220 $ 880
- 17.5"W x 16.75"L x 4.5"H
-6 Coin, 5 bill, media slots
Unitec Wand Pen Scanner(MS120A)-one per order required 1 $ 60 $ 60 '
for programming
TTL Bar Code Slot Scanner(SR660T) -plug compatible with 3 $ 105 $ 315
SuperPOS Keyboard
Serial Decoder(100R) - supported Ver 3.1 3 $ 100 $ 300
Serial Decoder Power Supply(1001PS) 3 $ 12 $ 36
ImageCard Express - Colour(Datacard Printer) 1 $ 2,825 $ 2,825
TTR Voice Processing Board and Promptmaster(Dialogic) 1 $ 1,450 $ 1,450
Kodak Digital Video Camera(DVC 323) 1 $ 200 $ 200
Total $ 109666
Page 6 of 26
a) All prices are in funds of the country of installation with all duties included.
b) Sales Tax(es)are not included unless specifically identified as line items.
c) Freight delivery is F.O.B. to your identified office location.
d) Installation of the equipment is included, if purchased in conjunction with the software.
Hardware sourced elsewhere is subject to an installation fee.
e) A signed purchase order and deposit are required prior to commencement of
implementation.
9. The payment schedule for this project is given below. Refer to Table 2 for a description of
the software included in each of the project phases.
a) $16,422 is payable upon signing of this agreement.
b) $15,043 is payable upon completion of Phase I software installation, system
administration training, and documentation delivery.
c) $6,017 is payable 90 days after completion of Phase I software installation, system
administration training, and documentation delivery.
d) $12,327 is payable upon completion of Phase H software installation, system
administration training, and documentation delivery.
e) $4,931 is payable 90 days after completion of Phase II software installation, system
administration training, and documentation delivery.
f) Training and consulting services will be invoiced as used based upon the billing rates
and expense criteria given in Table 3.
g) $10,666 is payable upon the delivery and acceptance of the hardware detailed in
Table 4.
10. This purchase is subject to the attached:
a) Class Pricing/Estimate Form
b) Class Software License
c) Class Software Maintenance and Support Terns
d) Class Software Escrow Agreement
e) Addendum A—Software Quality Assurance Process and Enhancement Requests
f) Addendum B—City of Kent Contract Requirements
g) Class for Windows Non-Disclosure Agreement
h) Escom Software Services Limited's Response to RFP dated September 1, 1998.
Page 7 of 26
11. In order to preserve and protect its rights under applicable laws,Escom does not sell any
rights in Escom Software Services Ltd. Rather,Escom grants the right to use Escom
Software by means of a Software License. Escom specifically retains title to and copyright in
all Escom computer software.
12. This legal document is an agreement between you,the end users,and Escom Software
Services Ltd. (hereinafter called"Escom'). By signing the Class Purchase Agreement,you
acknowledge you have read,understand,and are agreeing to become bound by the
terms of this Agreement and attachments.
AGREED TO B
Escom Software Se ces Ltd. City f Ken Y Nk W TEI MAy�
(Authorized Signatory) (Authorized Signatory)
A k—
(Date) (Date)
Page 8 of 26
ClessnM Software License
1. GRANT OF L1C N.SE. Escom Software SerAces Lid.('Eacoml se'Licensor",grants to you,the'Licensee',a non-exclusive
right to use a copy(ies)of the Class Software(the Softwam j on a singe computer,server to process your own data,provided
the Software is In use on only the kersed computer at any time. The Sofhsere Is"in use'on a computer when it is loaded
into the temporary memory(i.e.RAM),installed into the permanent memory(e.g.hard disk or any other storage device)of that
computer or servicing requests from an asynchronous terminal device.
2. OWNERSHIP OF SOFTWARE AND COPYRIGHT. As the Licensee,you own the magnetic or other physical media on which
the Software is originally or subsequently recorded or fixed,but an express condition of this License is that Escom ruins title
and ownership including copyright of the Software recorded on the original disk copy(les)and all subsequent copies,
regardless In any form or media in or on which the original and other copies may exist. Unauthorized copying of the Software
is expressly forbidden. You may not make copies of the product mam*s)or written materials accompanying the Software
without permission from Escom.You may make as many copies of the Software as you like provided these copies are used
solely for backup or archival purposes.
3. OTHER CONDITIONS. You may transfer your rights under this License on a permanent basis provided you transfer all copies
of the Software and all written materials,and the recipient agrees to the terms of tihis License. Any transfer must Include the
most recent update and all prior versions. You may not reverse enghw,dscomplie or disassemble the Software.
4. LIMITED WARRANTY. Escom warrants that,for a period of ninety(90)days from date of purchase('warranty period'),the
media on which the Software is furnished will be free from any physical detects in materials and workmanship and the
Software,during the warranty period,will conform to the functional description of the Software as contained in the user's
manual accompanying the Software when delivered. Escom does not warrant that the Software will run uninterrupted or be
error free.
5. Escom's entire liability and your exclusive remedy as to the Software shall be,at Eacam's option,either(a)return of the
purchase price or(b)replacement of the software,or disk,which does not most Escom's Limited Warranty and which is
returned to EscDn postage prepaid with a copy of the receipt. If farluure of the diak has restated from accident,abuse,or
misapplication,Escom shall have no responsibility to replace the Software or refund the purchase price.
6. THE ABOVE IS THE ONLY WARRANTY OFANY KIND,EITHER EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO THE IMPUED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE THAT IS MADE BY ESCOM ON THIS ESCOM PRODUCT.
7. This Warranty gives you specific rights. You may have other rights which vary from Oisdiction to Jurisdiction and certain
limitations contained In this Limited Warranty may rat apply to you. In the event of any conflict between any provision in this
Limited Warranty and any applicable legislation,the applicable legislation takes precedence over the contravening provision.
8. Escom 00vwwft and represents that to Licensed Programs and all related materials supplied to the Customer hereunder do
not Infringe or otherwise constitute wrongful use of any copyright,patent,registered industrial design,trade mark,trade secret
or any other runt of any third party. Escom shall indemnify and save harmless the Customer from any suit or proceeding
(including without limitation any judgment awarded thereunder,arty reasonable settlement agreed to,any costs incurred in
complying with such Judgment or settlement and any or all costs,including reasonable legal costs on a solicitor and his own
client basis Incurred In respect of the same)brought against the Customer by reason of any such Infringement or any wrongful
use save where the sane has arisen through the Customer's unauthorized modifications to the Licensed Programs.
9. LIMITATION OF LIABILITY. No oral or written information or advice given by Escom,its dealers,distributors,agents or
employees shall create a representation or warranty or in any way increase the scope of the above warranty and you may not
rely on any such information or advice.
10. ESCOM SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE REFUND OF THE PURCHASE PRICE
OF$54,740,NOR ANY INDIRECT,CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING DAMAGES FOR LOSS OF
BUSINESS PROFITS,BUSINESS INTERRUPTION,LOSS OF BUSINESS INFORMATION,AND THE LIKE ARISING OUT
OF THE USE OR INABILITY TO USE SUCH PRODUCT EVEN IF ESCOM HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
11. TERM OF LICENSE.NSF, Any rights and obligations under this License which by their nature continue after the Class Purchase
Agreement ends will remain in effect. The terms of this License will also apply to anyone who receives or is assigned rights in
the License.
12. Neither Escom nor the Customer will be responsible for failing to most obligations due to causes beyond their control.
13. You acknowledge that you have read this License,including the Limited Warranty,understand them,and agree to be bound
by their terms and conditions..This agreement is governed by the laws of the State of Washington.
Page 9 of 26
CLASS SOFTWARE MAINTENANCE AM SUPPORT TERMS
1. SUPPORT SERVICES, FEES, AND RATES
1.1. Basic Support
The maintenance rate for Basic Support is 25%of prevailing software license fee list
price. Basic Support includes the following:
• unlimited toll free support between 6:00 am and 5:30 pm Pacific Time(PT) Mon-Fri
• unlimited dial-in access
• software updates and releases
• limited report customization& query support
• quarterly newsletters provided to the Customer
• access to Escom's Web site
Note.-
a) Minimum base fee of$2,500 is applicable.
b) Fees may be increased by Escom provided that any increase in maintenance and
support charges from one year to the next does not exceed ten(10)percent of the net
fees.
c) Basic Support fees will be capped at$50,000 for non site-licensed agencies. Basic
Support fees will be capped at$100,000 for site-licensed agencies.
1.2. Lifeline Support
Lifeline Support is included with Basic Support provided that the Customer site has
Internet e-mail capability. Lifeline Support includes the following:
• Basic Support plus 5:00 am—6:00 am and 5:30 pm— 11:00 pm(PT)weekdays and
5:00 am— 11:00 pm(PT) Saturday and Sunday.
• System down issues only within Lifeline hours(upgrade issues are not covered).
Note.
a) Qualifying sites must be on prevailing maintenance and support fee structure.
b) Qualifying sites must have Internet e-mail capability.
c) Support calls placed during Lifeline Support hours must be placed through a Lifeline
Support contact person.
Page 10 of 26
1.3. Lifeguard Support
The maintenance rate for Lifeguard Support is 300/6 of prevailing software license fees list
price.Lifeguard Support features the following advantage:
• Lifeguard Support is provided during the same hours as Lifeline Support,but not
limited to system down issues(upgrade issues are included in Lifeguard Support).
Note.
a) Qualifying sites must be on prevailing maintenance and support fee structure.
b) Minimum additional fee of$500 for Premium Support (over Basic Support fees).
c) Premium Support fees will be capped at$7,500(over Basic Support fees).
d) Support calls placed by sites on Lifeguard Support during extended support hours do
not need to be placed through a Lifeline Support contact person.
1.4. Assignment of Priorities for Support Issues
New support incidents are assigned one of the following four priority levels, each with its
respective standard completion target:
Call Priority Description Standard Completion
Level Target
A—Down Fatal issues that result in the Within 24 hours.
Customer's inability to fulfill critical
business functions(i.e. those
pertaining to core functionality such
as processing registrations,
memberships, rentals)and that have
no reasonable work-around.
B—Urgent Serious issues significantly impacting Within 36 hours.
use of system but do not prevent core
functions (such as processing
registrations, memberships, rentals)
from being fulfilled.
C—Normal All other issues, except those Within 2 business days.
classified as D(Low).
D—Low Issues that are not time-sensitive or None
may be undertaken as customer
service initiatives outside the scope of
the Class Maintenance Agreement.
Escom endeavors to staff the Class support desk with resources sufficient to meet or
exceed these standard completion targets for 95% of all incidents.
Page 11 of 26
Should there be any disagreement over the priority assigned to a particular incident, or
any other aspect of its handling,by Class support staff, Customers are encouraged to first
speak directly to the support representative dealing with the issue in order to arrive at an
acceptable solution. In cases where escalation is desired or necessary,please contact the
Customer Care Manager with any concerns you may have(phone 1-800-6634991).
1.S.Holiday Hours for Support Desk
The Class Support Desk will be g2with reduced staff for BASIC SUPPORT ONLY on
the following Canadian statutory holidays: Good Friday; Victoria Day(3'd Monday in
May); Canada Day(July I' ; BC Day(I"Monday in August); Thanksgiving(led Monday
in Oct); Remembrance Day(November 11); Boxing Day(December 26). On the
following holidays observed in common in both Canada and the United States, the Class
Support Desk will be closed:New Year's Day, Christmas Day,Labor Day. On all other
American holidays not listed above, the Class Support Desk will be oge for Basic,
Lifeline,and Lifeguard Support coverage.
2. DISCOUNTS
2.1. Accreditation Discount
Customers will be eligible for a 15% discount on net annual maintenance fees should all
of the following criteria be met:
• Database Administrator
• Network Administrator
• Class System Administrator
• Updated system(current version of Class and database)
2.1.1. Dial-in Access
For Class for Windows Customers, the standard means of dial-in access is Symantec's
Norton pcANYWHERE for Windows. Microsoft's RAS or Citrix's WinFrame Server is
acceptable in situations where remote control via pcANYWHERE is unavailable.
2.1.2. Internet Enabled Support
Refers to the ability of the Customer's Class System Administrator contact(s)to
communicate with Escom via the Internet for purposes of e-mail and file transfer.
2.1.3. Database Administrator
The Customer should have in-house database expertise in the database platform used by
the Class application,as demonstrated either by certification or course work,Q by
equivalent experience including the ability to install, maintain,backup and restore,
troubleshoot,and optimize the database environment. It is expected that where Customer
qualifies for the Accreditation Discount,the Customer assumes full responsibility for
maintaining the database environment and the involvement of Class Support will be
infrequent. Support required from Escom as a result of a failure on the part of the
Page 12 of 26
Customer to carry out these duties or to use reasonable efforts to do so,will be
billable at Escom's then prevailing rates.
2.1.4. Certlf/ed Network Administrator
Customer should have in-house expertise in the network operating system by which client
workstations are connected to the Class database,as demonstrated either by certification
or course work,Qr by equivalent experience including the ability to install,maintain,
troubleshoot,and optimize the network. It is expected that where the Customer qualifies
for the Accreditation Discount,the Customer assumes full responsibility for maintaining
the network and the involvement of Class Support will be infrequent.
2.1.5. Class System Administrator
The Customer should have a limited number of Class System Administrators who have
been trained on all Class modules licensed by the Customer, and who are available to
work with other users of the software. The Class System Administrators should be able
to handle most of the basic questions from the users at your organization. In the case of
Class for Windows Customers—the Class System Administrators should be familiar with
the version of Windows in use on desktop PCs, be familiar with the setup and installation
of Class on client workstations,and know the administrative login and password. When
it is necessary to contact the Class Support Team the Class System Administrators should
collect all the pertinent information and call the Support Team on behalf of your
organization. It is expected that where the Customer qualifies for the Accreditation
Discount,the Class System Administrators will be responsible for all
communications to the Support Team and be able to make policy decisions for the
Customer, as they would relate to Class.
2.1.6. Updated System(current version of Class and database)
In order to qualify for the Accreditation Discount, the Customer must be running the most
recent available version of Class(excluding pre-release or beta versions). Similarly,the
Customer must be running either the most recent available version of the database
supported by the Class application, or a version immediately prior to the most recent
version.
Customers who do not qualify for the Accreditation Discount must still be on either the
most recent available version of Class, or the version immediately prior to the most
recent version. Support will not be provided for issues encountered in versions of Class
older than the version immediately prior to the most recent version.
2.2. Internet Enabled Dls=nt
Customers will be eligible for an additional 5% discount on net annual maintenance fees
should all of the following criteria be met:
• Internet email capability
Page 13 of 26
3. ADDITIONAL FEES AND CHARGES
The following table outlines additional fees and charges:
Report Customization and $350 per report request/incident; 5 Pak for$1,450
Query Support
Multiple Class database 25%of net support fees per live database
support
Time and materials support $250 per incident up to one hour; $125 per hour
thereafter; 40%of prevailing software list per release
Hardware support 10%of list price of all units purchased via Escom, min.
$500 per site; includes next business day replacement of
card printers, POS peripherals, scanners, etc.; coverage
will not be provided for partial inventories
Non-Class related issues Minimum$250 per incident up to one hour; $125 per
hour thereafter.
3.1. Limited Report Customization and Ouery Support
Class Support will provide limited assistance with report customization and the
development of custom queries where such can be provided in fifteen(15)minutes or
less. Full customization service will be billable at$350.00 per report or query provided
such customization can be done by support personnel within less than eight(8)hours.
Resultant reports and queries will be made available to all Class Customers on Escom's
web site.
3.2. Minimum Base Fee of$Z500 is applicable
This minimum fee of$2,500 is exclusive of any applicable discounts, i.e. a site whose
maintenance is at the minimum can still earn discounts below$2,500.
3.3. Basic Support Fees Will Be Capped at$50,000
This maximum fee of$50,000 is inclusive of any applicable discounts, i.e. fees for a site
whose maintenance, less applicable discounts, is higher than $50,000 will be capped at
$50,000.
3.4. Lifeline Support . . . System down issues only
Lifeline Support is available for fatal problems only that result in the Customer's inability
to fulfill critical business functions(i.e. those pertaining to core functionality such as
processing registrations,memberships,rentals) and that have no reasonable work-around.
Pale 14 of 26
All other calls—including all calls related to upgrades—placed by the Customer within
Lifeline Support hours(5—6 AM and 5:30 PM—11:00 PM Monday—Friday,and 5 AM
— 11 PM Saturday and Sunday PT)will be billable on the basis of time and materials
($250 per incident up to one hour, $125 per hour thereafter).Lifeline Support will be
made available only to sites with Internet email capability. Support calls placed during
Extended Support hours MUST be placed through a Lifeline Support contact(maximum
three contacts per agency).
3.5. Lifeguard Support . . . not limited to System dawn issues
Under Lifeguard Support,the Customer may call during Lifeline Support hours on all
issues and in all circumstances covered under Basic Support coverage, including
upgrades.
3.6. Multiple Class Database Support
Basic and Lifeguard Support rates are for a single live database. For each additional live
database a 25%of net support fees surcharge will apply. The surcharge does not apply to
trainer databases.
3.7. Time and Materials Support
Time and Materials charges($250 per incident up to one hour, $125 per hour thereafter)
will be applicable in cases where the Customer chooses to opt out of the yearly
maintenance agreement. New releases of Class will be available in such circumstances
for 40%of prevailing software list prices.
3.8.Hardware Support
Maintenance, operation,and troubleshooting of card printers,POS peripherals, scanners,
etc.,purchased through or from Escom remains the responsibility of the Customer unless
the site chooses to purchase hardware support at 10%of list price of hardware covered
(minimum$500).
3.9. Non Class related Issues Support
Support for non-Class related problems will be limited to helping to isolate the problem
source, or providing troubleshooting advice, where this can be done in fifteen minutes or
less. Where the problem cannot be solved within fifteen minutes, support will be
available on a billable basis ($250 per incident up to one hour, $125 per hour thereafter).
Examples include:
• General network support- for example network access,printing, backup&restoration
• PC hardware trouble shooting
• PC setup, configuration and optimization
• Network operating system configuration and functionality
• Basic Windows functionality(e.g. using File Manager or Explorer)
• Modem configuration& setup
• Data corruption due to lack of disk space
• Loss of supervisor or other password
Page 15 of 26
4. ADDITIONAL TERMS AND CONDITIONS
4.1. The maintenance and support terms apply for one(1)calendar year unless specified
otherwise. Software maintenance and support fees are payable in advance, on the
maintenance renewal date specified in the Class Purchase Agreement.
4.2. Escom shall provide telephone support(in English)to the Customer by way of the Escom
Class Support Desk. The goal of the telephone support is to provide answers to any
questions relating to Escom' products or services including questions regarding system
errors (excluding hardware-related or operating system-related)or use of the Licensed
Programs.
4.3. Any training requested by the Customer shall be billed separately to the Customer, unless
otherwise specified or provided for in the Agreement.
5. CUSTOMER RESPONSIBILITIES
5.1. The Customer is responsible for arranging for third party hardware(i.e. operating system
and database)maintenance agreements separately with the appropriate hardware/operating
system vendor, at the Customer's expense.
5.2. The Customer shall be responsible for ensuring that regular backups of the Customer's data
are carved out. A full backup should be done at least daily. Backups should always be
verified.
5.3. It is highly recommended that refresher courses be scheduled by the Customer when a staff
turnover of greater than fifty(50)percent occurs, or the Class System Administrator leaves
the department, as staff turnover can drastically affect system operations.
Page 16 of 26
!M A
SOFTWARE QUALITY ASSURANCE PROCESS AND ENHANCEMENT REQUESTS
Software Ouslity Assurance Process
Escom seeks to ensure that Class for Windows software is error free. To that end
significant ongoing investments are made in the following areas:
1. Developing quality detailed specifications of all new functionality and modules,
which form the basis of all programming work.
2. Code reviews, in which programming staff mutually review one another's work in
order to ensure that it meets company quality standards and programming
conventions.
3. Extensive in-house testing of all software by a dedicated team of Quality Assurance
specialists, including automated regression testing to ensure that functionality is not
negatively affected by changes to existing code.
4. A full cycle of beta testing in test and production environments by a small number of
participating Customer sites.
5. Submission of Class for Windows to authorized Microsoft testing authorities in order
to verify the full compatibility of the software with the most popular desktop
operating systems.
Corrective Action
When issues with the software are discovered or reported by a Customer,the following
steps are followed in order to correct them within a timeframe appropriate to the degree
of severity.
1. The Customer reports issue to Class Support.
2. Class Support staff attempt to replicate the problem,provide work-around to the
Customer where available.
3. Support staff report issue to Product Team, a cross-functional team consisting of
members of the Development, Quality Assurance, Consulting Services, and Support
teams, chaired by the Class Product Manager.
4. Product Team meets weekly(or as required in the case of fatal issues)to determine
issue's severity and to assign it an appropriate priority for a fix. Fatal or very serious
issues are fixed in the current version in use at Customer sites through issuing an
update that is made available as soon as possible on Escom's web site. Less serious
issues are typically fixed in the version of the software currently under development
and are available after this version has completed beta and gone into general release.
Cosmetic and minor issues may be deferred to a future release in some situations.
Page 17 of 26
Enhancement Requests
Enhancement requests,that is,desired modifications to the software's functionality,may
be submitted to Class Support staff. In some cases it will be recommended that a more
detailed description of the desired feature be submitted in writing to the Class Product
Manager,via fax(604-432-9708). All enhancement requests are tracked during each
release cycle,then compiled for ranking by Customers. Priorities for individual
enhancement requests are assigned once per release cycle(2 release cycles are projected
per year)as a result of Customer input, in conjunction with evaluation done by the
Product Committee. Those accepted for a particular release become part of the regular
release process, including the development of detailed specifications.
Page 18 of 26
ADDENDUM B
City of Kent Terms and Conditions
This addendum is hereby incorporated as part of the Class Purchase Agreement between the City
of Kent, a Washington Municipal Corporation ("CITY") and Escom Software Services Ltd., a
British Columbia Corporation("VENDOR").
1.0 CONTRACT APPROVAL
The CITY's obligation will commence when the contract is approved by the City Council,
Mayor, and Information Services Director. Upon written notice to the VENDOR,the CITY may
set a different starting date for the contract, and all warranty and price guarantees, and other time
sensitive conditions will be adjusted accordingly. The CITY will not be responsible for any work
done by the VENDOR, even work done in good faith, if it occurs prior to the contract start date
set by the CITY.
2.0 YEAR 19"&2000 COMPLIANCE
VENDOR guarantees that its internal systems will meet the following Year 1999 and 2000
compliance standards. Further, VENDOR also guarantees that its suppliers, contractors,
subcontractors, consultants and subconsultants ("Suppliers') will also comply with these
standards to the extent it may impact VENDOR ability to achieve these compliance standards.
1. Computer and computer-related systems that will be used prior to, during, and
after calendar Year 1999 and 2000 will operate without error relating to date data.
2. Software and applications will not abnormally end or provide materially invalid or
incorrect results because of date data, especially between centuries.
3. No valid value for current date will cause material interruptions in desired
operations.
4. All manipulations of time-related data(dates, duration, days of the week, etc.) will
produce the desired results for all date values.
5. Date elements in interfaces and data storage will permit specifying century to
eliminate date ambiguity. Alternatively, for any date element represented without
century, the correct century will be unambiguous for all manipulations involving
that element.
Page 19 of 26
............
For the purposes of this section, a "material interruption" or a "materially invalid or incorrect
result" shall mean an interruption or result that causes the City (a) to lose revenues
disproportionate to the goods or services provided by VENDOR, (b) to expend significant
amounts (i.e., more than four (4) hours per employee) of unplanned City staff time, (c) to
substantially impair the speed, performance or outcome of the City's computer and computer-
related systems, or (d) to cause more than a minimal delay in the provision of the goods or
services contemplated in this agreement.
By making this guarantee, VENDOR acknowledges that its indemnification provided in this
agreement specifically applies to VENDOR guarantees and obligations established in this
section, and VENDOR further waives and releases the City from any claim of whatsoever kind
or nature, specifically including, without limitation, claims for delay, lost profits, additional
costs, and home or onsite overhead, whether those claims are brought by VENDOR or its
Suppliers.
3.0 EQUAL EMPLOYMENT OPPORTUNITY
The CITY is committed to conform to Federal and State laws regarding equal opportunity. As
such all contractors, subcontractors and suppliers who perform work for the CITY shall comply
with the regulations of the CITY's equal employment opportunity policies.
The following conditions specifically identify the CITY's contractor, subcontractor and supplier
adherence requirements. The VENDOR must comply with each of the following conditions for
this agreement to be valid and binding. If VENDOR or any of VENDOR's subcontractors or
suppliers willfully misrepresents themselves with regard to the outlined directives, it will be
considered a breach of contract and it will be at the CITY's sole determination regarding
suspension or termination for all or part of the contract.
VENDOR must comply with the following conditions:
1. VENDOR must have read the City of Kent administrative policy number 1.2 attached as
Exhibit 1 of this addendum.
2. During the time of this agreement VENDOR will not discriminate in employment on the
basis of sex,race, color,national origin, age, or the presence of any sensory,mental, or
physical disability.
3. During the time of this agreement VENDOR will provide a written statement to all new
employees and subcontractors indicating commitment as an equal opportunity employer.
Page 20 of 26
4. During the time of this agreement VENDOR will actively consider hiring and promotion
of women and minorities.
5. The requirements outlined in this adherence statement shall be complied with prior to the
execution of any agreement VENDOR and the CITY.
4.0 SYSTEM DOCUMENTATION
4.1 VENDOR will deliver to CITY certain Software Documentation, entitled "User
Manual," that will provide CITY's product users complete and thorough written
documentation on the VENDOR products and systems that are the subject of this
agreement. VENDOR may update the "User Manual" from time to time and any
updates issued by VENDOR will be provided to CITY as part of the Software
Maintenance and Support Agreement. The "User Manual" is in addition to any
documentation provided as part of the software system, such as an online help
system. VENDOR may provide the "User Manual" on electronic media from
which the CITY may reproduce the "User Manual" as needed for training and
reference purposes.
4.2 VENDOR will deliver to CITY certain Software Documentation, entitled "System
Administration Manual,"that will provide CITY's system administrators complete
and thorough written documentation on the setup and maintenance of VENDOR
products and systems that are the subject of this agreement. VENDOR may update
the"System Administration Manual" from time to time and any updates issued by
VENDOR will be provided to CITY as part of the Software Maintenance and
Support Agreement. The "System Administration Manual" is in addition to any
documentation provided as part of the software system, such as an online help
system. VENDOR may provide the "System Administration Manual" on
electronic media from which the CITY may reproduce the "System
Administration Manual"as needed for training and reference purposes.
4.3 VENDOR will deliver to CITY certain Software Documentation entitled "Entity
Relationship Diagrams,"that will provide CITY's users and system administrators
complete and throrough documentation of the tables and relationships used for
data storage. VENDOR may update the "Entity Relationship Diagrams" from
time to time and any updates issued by VENDOR will be provided to CITY as
part of the Software Maintenance and Support Agreement. VENDOR may
provide these"Entity Relationship Diagrams" on electronic media from which the
CITY may reproduce the "Entity Relationship Diagrams" as needed for training
and reference purposes.
Page 21 of 26
5.0 PRODUCT FUNCTIONALITY
The VENDOR's software application shall provide the following functionality:
a) Functionality as documented in the VENDOR's response to RFP dated September 1,
1998.
b) Functionality as documented in the VENDOR'S software documentation for Class for
Windows Version 3.2.
c) Functionality as documented as part of this contract.
In addition, and without limiting the foregoing, VENDOR's software application will operate in
accordance with all manufacturer specifications and the specfications of the CITY's request for
proposal, including VENDOR's response to the CITY's RFP.
6.0 INDEMNIFICATION,LIMITATION OF REMEDIES AND DAMAGES
6.1 VENDOR agrees to defend, indemnify, and hold harmless the CITY, its officials,
officers, employees, agents and volunteers from any and all claims, actions,
judgments, losses, costs, (including personnel related costs, reasonable attorney's
fees and all other claim related expenses)and damages whatsoever, whether made
by the CITY or third parties, including, but not limited to, claims made upon the
CITY arising (a) by reason of accident, injury, or death to any person, to
VENDOR or to VENDOR's agents, employees, servants and all subcontractors, or
(b) by reason of injury to property arising out of or in connection with work
performed under the agreement, except for claims, actions, judgements, losses,
costs and damages determined to be caused by the CITY's negligence. This
promise of indemnity shall specifically apply in the case of injuries to VENDOR's
own employees.
6.2 VENDOR's indemnification shall apply to all damages incurred by the CITY or
third parties, whether direct, indirect, actual, consequential or incidental, but will
be limited by Item 10 of the Class Software License.
6.3 VENDOR SHALL SPECIFICALLY AND EXPRESSLY WAIVE ANY
IMMUNITY THAT MAY BE GRANTED IT UNDER THE WASHINGTON
STATE INDUSTRIAL INSURANCE ACT, TITLE 51, RCW. Further, this
indemnification obligation under this contract shall not be limited in any way by
any limitation on the amount or type of damages, compensation or benefits
payable to or for any third party under worker's compensation acts, disability
benefits acts,or other employee benefit acts.
Page 22 of 26
6.4 This Section 6 shall survive the expiration of this agreement.
7.0 PROJECT RESPONSIBELff ES.
7.1 The CITY will be responsible for providing meeting rooms, providing access to
computer facilities and equipment, responding to VENDOR requests for
approvals and other requests related to CITY business in a timely manner, and
will coordinate CITY staffing related to the project.
7.2 VENDOR will be responsible for all other items relating to implementation
including system installation, providing technical and user training to CITY staff,
and Providing adequate system documentation. All services and implementation
shall be provided in a timely manner.
7.3 Both the CITY and VENDOR will be responsible for working in a cooperative
manner to develop a project implementation timeline. This time line will be
incorporated into this agreement by mutual consent of the CITY and VENDOR.
Any subsequent delays to that timeline shall be pre-approved by the CITY and
such approval shall not be unreasonably withheld.
8.0 INSURANCE.
8.1 VENDOR shall procure and maintain for the duration of this agreement insurance
of the types and in the amounts described below against claims for injuries to
persons or damage to property which may arise from or in connection with the
Performance of the work by VENDOR, its agents, representatives, employees,
subconsultants, or subcontractors. VENDOR shall urovide a Certificate of
Insurance evidencing:
Commercial Genera Li h;tity insurance written on an occurrence basis with
limits no less than $2,000,000 combined single limit per occurrence and in the
aggregate for personal injury, bodily injury, and property damage. Coverage shall
include but not be limited to: blanket contractual; products/completed
operations/broad form property damage; explosion, and employer's liability.
8.2 Any payment of deductible or self-insured retention shall be the sole
responsibility of VENDOR.
Page 23 of 26
83 Prior to contract execution, the CITY, its officers, officials, employees, agents,
and volunteers shall be named as an additional insured on the insurance policy, as
respects work performed by or on behalf of VENDOR and a copy of the
endorsement naming the CITY as additional insured shall be attached to the
Certificate of Insurance. Copies of such documents shall be provided to the CITY
prior to contract execution.
8.4 VENDORS insurance shall contain a clause stating that coverage shall apply
separately to each insured against whom claim is made or suit is brought, except
with respects to the limits of the insurer's liability.
8.5 VENDOR'S insurance shall be primary insurance as respects the CITY, and the
CITY shall be given thirty (30) calendar days prior written notice by certified
mail, return receipt requested, of any cancellation, suspension or material change
in coverage.
8.6 A failure to provide insurance coverage and written acceptance of the tendered
Policy shall be deemed to constitute a material breach of contract by VENDOR.
The CITY reserves the right to then award the contract to another bidder. In order
to protect the public interest and notwithstanding any provisions herein to the
contrary, VENDOR'S failure to comply with any provision in this Section 17 shall
subject the contract to immediate termination without notice and without recourse
by any person.
9.0 LIMITATION OF LIABILITY
In no event shall VENDOR or its suppliers;agents or subcontractors be liable for any exemplary
damages or commercial loss of any kind(including loss of business or profits). This provision
applies to all claims whether based upon breach of warranty, breach of contract, negligence, strict
liability in tort or other legal theory,and whether vendor or its suppliers, agents or subcontractors
have been advised of the possibility of that damage or loss.
10.0 ACTS OF INSOLVENCY.
Without waiving any other rights granted to CITY in this agreement, the CITY may terminate
this agreement between VENDOR and the CITY by written notice if VENDOR makes a general
assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its
business assets, becomes subject to any proceeding under any bankruptcy or insolvency law
whether domestic or foreign, or has wound up or liquidated its business, voluntarily or otherwise.
Page 24 of 26
.M
11.0 'TERMINATION ON DEFAULT.
11.1 This agreement and the license granted hereunder may be terminated by either
party if the other party is in default of any provisions of this agreement, so long as
the default is not con-ected within thirty (30) calendar days of the receipt of
written notice of the default from the non-defaulting party. For the purposes of
this Section "default" shall include any failure to abide by the terns or conditions
of this agreement including the CTTY's RFP and VENDOR's Response to RFP.
This written notice must particularly describe the alleged default or material
breach.
11.2 Any claim for damages incurred by either party resulting from breach of this
agreement by the other party shall survive termination. The remedies provided
herein shall not be deemed exclusive but shall be cumulative and shall be in
addition to all other remedies provided by law and equity. No delay or omission in
the exercise of any remedy herein provided or otherwise available to VENDOR
shall impair or affect its right to exercise the same.
12.0 GOVERNING LAW.
The construction and performance of this agreement shall be governed by the Washington State
Uniform Commercial Code, Title 62A Revised Code of Washington, and other laws of the State
of Washington without regard to the conflict of laws provisions thereof. Vendor hereby consents
to the venue,jurisdiction and rules of the King County Superior Court, located in the King
County Regional Justice Center in Kent, Washington with respect to any right of action arising
under this agreement.
Page 25 of 26
EXHIBIT 1
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998
SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996
CONTRACTORS APPROVED BY: Jim White, Mayor
POLICY:
Equal employment opportunity requirements for the City of Kent will conform to federal
and state laws. All contractors, subcontractors and suppliers of the City must guarantee
equal employment opportunity within their organization and, if holding contracts with the
City amounting to $10,000, or more within any given year, must take the following
affirmative steps:
1. Provide a written statement to all new employees and subcontractors indicating
commitment as an equal opportunity employer.
2. Actively consider for promotion and advancement available minorities and women.
Any contractor,subcontractor,consultant or supplier who willfully disregards the City's nondiscrimination and equal
opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or
part of the contract.
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public
Works Departments to assume the following duties for their respective departments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these
regulations are familiar with the regulations and the City's equal employment opportunity
policy.
2. Monitoring to assure adherence to federal, state, and local laws,policies, and guidelines.
Page 26 of 26
CLASS SOFTWARE ESCROW AGREEMENT
THIS ESCROW AGREEMENT dated as of the f day of , 1998.
BETWEEN:
ESCOM SOFTWARE SERVICES LTD.,a company duly incorporated
pursuant to the laws of the Province of British Columbia
and having its registered office at 6th Floor,4211 Kingsway,Burnaby, BC V5H 176
(hereinafter referred to as the"Licensor")
OF THE FIRST PART
-and -
The City of Kent, a Washington Municipal Corporation
(hereinafter referred to as the "Licensee")
OF THE SECOND PART
WHEREAS the Licensor and the Licensee have entered into an agreement in writing(hereinafter
referred to as the"License Agreement")for the supply by the Licensor to the Licensee of certain
computer software defined therein as the "Licensed Programs";
AND WHEREAS the Licensor has agreed to deposit with the Licensee the Source Code for the
Licensed Programs in order that the Licensee shall have access to such Source Code upon the
conditions hereinafter set out;
NOW THEREFORE THIS AGREEMENT'WITNESSETH that in consideration of an annual
media fee of$100 paid by the Licensee and of the covenants and agreements herein contained,
the parties hereby agree each with the other as follows:
Definitions and Interpretation
1. "Release Condition" means either:
(a) the failure of the Licensor to perform or to continue to perform its obligations to
provide software maintenance or support services as set out in the License
Agreement including, in particular, the Class Maintenance Agreement, which
failure has not been rectified within the time permitted as provided for in
paragraph 5 hereof; or
Page 1 of 4
(b) the making by the Licensor of a general assignment for the benefit of its creditors
or the appointment of a receiver, receiver-manager or trustee in bankruptcy of the
Licensor 5 assets and undertaking; or
(c) the Licensor ceasing to cant' on business in the normal course, for any reason
whatsoever.
2. "Source Code" means the source code or codes of the Licensed Programs (as defined in
the License Agreement), including all updates, enhancements and new releases of the
source code to correspond with all updates, enhancements and new releases of the
Licensed Programs (including, without limitation, each General Release as defined in the
License Agreement) which are provided to the Licensee by the Licensor from time to
time, and shall include supporting documentation in sufficient detail to enable the
Licensee to use, support, maintain and enhance the Licensed Programs without
assistance.
3. The terms and conditions herein set out shall enure to the benefit of and shall bind each
of the parties hereto and their successors and assigns.
Licensor to Deliver Source Code
4. Forthwith upon execution of this Escrow Agreement, the Licensor shall deliver to the
Licensee a magnetic tape or a computer disk or disks onto which shall have been
recorded the Source Code, together with the required supporting documentation, which
shall be held by the Licensee subject to the terms and conditions of this Escrow
Agreement. Updated versions of the Source Code and supporting documentation shall be
provided with each update, enhancement or new release of the Licensed Programs
(including each General Release as defined in the License Agreement) provided to the
Licensee. The Licensee shall be entitled to verify compliance with the provisions of this
paragraph from time to time by, inspection of the Source Code and supporting
documentation provided to it by the Licensor.
Release Conditions
5. Upon a default by the Licensor in the performance or continuing performance of its
obligations to provide software maintenance and support services as described in the
Class Maintenance Agreement, the Licensee shall deliver a written notice to the Licensor
specifying the nature of the default. The Licensor shall thereafter have a period of ten
(10)days (save in the event of a total failure of the Licensed Programs in which event the
period shall be two (2) days) within which to cure the default described therein, failing
which a Release Condition shall have occurred and the Licensee shall thereupon be
entitled to use the Source Code and supporting documentation as may be required by the
Licensee for purposes of using, supporting maintaining or enhancing the Licensed
Programs.
Page 2 of 4
6. Upon the occurrence of a Release Condition as described in paragraphs 1(b)or(c) above,
the Licensee shall thereupon be entitled to use the Source Code and supporting
documentation as may be required by the Licensee for purposes of using, supporting,
maintaining or enhancing the Licensed Programs.
Condden .1
7. Except as provided for hereunder, the Licensee shall not divulge, disclose or otherwise
make available to any other party (other than its officers, employees, agents and
subcontractors) or use the Source Code or any other documentation or confidential
information of any kind provided by the Licensor to the Licensee in connection with the
existence or operation of this Escrow Agreement, without the prior written consent of the
Licensor,which consent shall not be arbitrarily or unreasonably withheld.
8. The Licensee acknowledges that title and ownership of the Source Code shall at all times
remain vested in the Licensor notwithstanding that a Release Condition may have
occurred entitling the Licensee to use of the Source Code as herein provided.
9. To the extent allowed by law, the Licensee shall not reproduce or distribute neither the
Source Code nor any portion thereof in any form without the prior written consent of the
Licensor. Notwithstanding the foregoing,the Licensee shall be entitled to make copies of
the Source Code as may be required to enable it to use the Source Code as contemplated
in paragraphs 5 and 6 herein.
10. Except as provided for herein, the Licensee shall not, unless required by law, divulge to
any person any confidential information or intelligence contained within or forming a
part of the Source Code without the prior written consent of the Licensor.
11. The Licensee shall use reasonable efforts to maintain the secrecy of the confidential
information or intelligence contained within or forting part of the Source Code and shall
disclose it only to those of its officers, employees, agents and subcontractors on a need to
know basis.
12. The Licensee shall not make use of the information or intelligence contained within or
forming part of the Source Code for the purpose of appropriating any commercial
business opportunity available to the Licensor.
13. In addition to every other remedy available to the Licensor at law or in equity, in the
event that the Licensee shall breach any of the within confidentiality provisions, it shall
account to the Licensor for any benefit derived by the Licensee by reason of such breach,
and the Licensee shall otherwise be liable to the Licensor for any damage caused to it as a
result of such breach.
Page 3 of 4
............ ..
General Provisions
14. The laws in force in the Province of British Columbia shall govern this Escrow
Agreement and the courts of the Province of British Columbia shall have exclusive
jurisdiction with respect to any dispute,matter or thing arising herefrom.
15. This Escrow Agreement shall not be assigned by either of the parties without the prior
written consent of the other party, except that the Licensee shall be entitled to assign this
Escrow Agreement to a subsidiary corporation without consent.
16. If any tern, condition or provision of this Escrow Agreement or the application thereof to
any person or circumstance shall to any extent be invalid or unenforceable, the remainder
of this Escrow Agreement or the application of such term, condition or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be effected thereby and each term, condition or provision shall be separately
valid and enforceable to the fullest extent permitted by law.
17. Time is of the essence of this Agreement.
IN SS REO a pard hereto have executed these presents.
ESC SO SE R CES LTD.
Per: Per:
th
by M Wt}ITtf MAyO►Z
Name: Ralph Turfus I
Title President
Address: 6`h Floor Address: 220 4`'Avenue S
4211 Kingsway
Burnaby, BC, V511 176 Kent, WA 98032
Facsimile 604432-9708 Facsimile: 253-859-4018
Phone: 604-438-7361 Phone: 253-859-3386
Page 4 of 4
• r
Class for Windows
Non-Disclosure Agreement
This Agreement made in duplicate as of 7 day of c— 19
BETWEEN: The City of Kent("CITY")as represented by Stan Waldrop
AND: Escom Software Services Ltd. ("ESS"),a company duly incorporated under the
laws of British Columbia whose principal place of business is 6te Floor,4211
Kingsway,Burnaby, BC,V5H 1Z6.
WITNESSES THAT.
WHEREAS ESS and CITY expect to engage in technical and business discussions and activities
regarding the Parks and Recreation Management System,
AND WHEREAS in the course of discussions or activities,one party("Discloser)may disclose
to the other party("Recipient")Confidential Information which the Discloser wishes to be held
in confidence in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual benefits derived from the said discussions or
activities, the parties agree that any Confidential Information exchanged between them shall be
governed as follows:
1.0 Definition
1.1 "Confidential Information" shall mean and include all knowledge information and
correspondence related to Class for Windows technology including drawings, samples,
documentation,reports,know-how,proprietary business information, and other materials of
whatever description,whether subject to or protected by copyright,patent or trademark,
registered or unregistered, or otherwise disclosed or communicated(whether in writing or
orally)before or after the date of this Agreement by one party to the other party.
2.0 Exception
2.1 For the purposes of this Agreement, Confidential Information does not include information
which:
a)is now, or hereafter, through no act or failure to act on the part of the Recipient,becomes
generally known or available to the public without breach of this Agreement;
b)is known to the Recipient at the time of disclosure of such information or is developed by
the Recipient independently of such disclosure;
c)is hereafter firnished to the Recipient by a third party without that third party being in
breach directly or indirectly of an obligation to the Discloser to keep the information
secret; or
d)is disclosed as required by statute or judicial decree.
Page 1 of 3
r i r
3.0 Access to Information
3.1 ESS hereby acknowledges that CITY is subject to the Access to Information Act of Canada
and that CITY's undertaking of confidentiality is subject to that caveat.
4.0 Handling of Confidential Information
4.1 The Recipient covenants and agrees that:
a)it will keep in strict confidence and not use for any purpose whatsoever,except as
required or contemplated by this Agreement, the Confidential Information disclosed or
communicated to it by the Discloser;
b)to the extent allowed by law, it shall not copy,reproduce,divulge,publish, or circulate(or
authorize or permit anyone else to copy,reproduce,divulge,publish or circulate) any of
the Confidential Information disclosed or communicated to it by the Discloser except to
or for such of its employees as may require access to the Confidential Information on a
strict need-to-know basis for evaluation or for furthering the business relationship
between the parties;
c)except as may be required under paragraph 5, "Release Condition", of the"Class
Software Escrow Agreement"between the parties, it shall not use the Confidential
Information disclosed or communicated to it to reproduce,redesign,reverse engineer or
manufacture any equipment or products unless it is in possession of a valid licence
granted to it by the Discloser; and
d)if in written, drawing, or photographic form,the Confidential Information shall be labeled
as "Confidential" or "Proprietary". If disclosed orally and identified as confidential at the
time of oral disclosure,the Confidential Information shall,within thirty (30) days after
such disclosure, be finished to the Recipient in a written summary labeled as
"Confidential" or "Proprietary".
4.2 Neither party has any obligation to provide Confidential Information under this Agreement.
6.0 Term
5.1 The non-disclosure and non-use obligations as set forth in Section 4 above shall become
effective with respect to any Confidential Information immediately upon its disclosure to the
Recipient and shall continue for a period of three(3) years thereafter.
5.2 The term of this Agreement shall commence on the date of its execution and remain in force
until(date), except that the Agreement shall remain effective with respect to the
Confidential Information previously delivered for the remainder of any applicable period of
confidentiality pursuant to Section 5.1 above.
5.3 Upon expiration or termination of this Agreement, or at any other time, all Confidential
Information in the possession of the Recipient shall, if requested in writing by the Discloser,
be either returned to the Discloser or destroyed if so directed.
6.0 Protection
6.1 This Agreement does not grant to either party title to, or any interest in, or any licence to, or
any rights in respect of any of the Confidential Information disclosed or communicated to it
by the other party or in respect of any products or equipment of the party disclosing or
communicating the Confidential Information with respect to which the Confidential
Information relates.
Page 2 of 3
..............
7.0 Dispute Settlement
7.1 If a dispute arises concerning this Agreement,or if a proposed modification of any term of
this Agreement cannot be agreed between the parties,the parties shall attempt to resolve the
matter as follows:
a) first,by negotiation;
b) second,by mediation by a mutually acceptable mediator; and
c) if the dispute cannot be resolved otherwise or if the parties are unable to agree on a
mediator,the dispute shall be finally settled in accordance with the Commercial
Arbitration Act(Canada),and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction over the matter.
9.0 Non-Assignment
8.1 This Agreement may not be assigned by either party without the prior written consent of the
other. This Agreement shall be binding upon and shall inure to the benefit of the successors
and permitted assigns of each of the parties hereto.
9.0 Governing Law
9.1 This Agreement shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws in force in the Province of British Columbia,
Canada.
10.OEndre Agreement
10.1 This written Agreement embodies the entire understanding between the parties and
supersedes and replaces any and all prior understandings,arrangements, and/or agreements,
whether written or oral, relating to the subject matter. It shall not be modified or amended
except in writing signed by the parties and specifically referring to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as attested by the
signature of their officers duly authorized for such purposes.
CITY OF LENT ESCOMetso
�RV S LTD.
By: By:
Alex B
Title:J 1 W IAJTF l NIAJO9, Title:
General Manager,Class on
Date: Date: `t l 9 7
Page 3 of 3
r I�It. M
III
°°°x "ram&Facilities Management Software
COPY
City of Kent, WA
Municipal Parks & Recreation SyMem, Related
Subsystems and Support Sovices
__...1 September 1, 1998
I,Ralph Turfus,certify�t�t Escom Software Services Ltd.has revimW the City of K,ent's Request
for Proposal for a,Parks and Recreation system and related services dated September 1, 1998, and
responded to the re sections as directed in the RFP This Proposal constitutes Escom
Software Se ces Lm.'s onse to the City of Kent's RFP.
I further a 'fy that am authorized to negotiate for and coitt+redeally bind Eaoom Software
Servi al sions.
Ralph Turfus,Presr t
Escow Software Servi W.
Suite 600,4211 Kin y
Burnaby,BC Canada
Don Bowen, Systems Consultent, CIfW M t+nislon
Escom 90111WOM Lld
Suite 518 - 4211 Kingsway, Bum , ', ts"N 1Z .6